Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 27, 2009, the Audit Committee of the Board of Directors of Openwave Systems Inc. combined Openwave's Code of Ethics for Chief Executive and Senior Financial Officers with Openwave's Code of Business Conduct and Ethics, and renamed it the Code of Conduct and Ethics (the "New Code"). The Code of Ethics for Chief Executive and Senior Financial Officers was applicable to Openwave's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Business Conduct and Ethics was applicable to all of Openwave's directors, officers and employees. The New Code provides substantially more detail as to actions that may be violations of the Code, as well as the enforcement mechanism with respect to violations of the Code, and applies to all Openwave directors, officers, and employees including Openwave's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the Code has been posted on Openwave's website at openwave.com, in the Corporate Governance subsection of the Investors section of Openwave's website.

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